14 Jul 2023
Dalios et al v. Price et al
In the case of Dalios et al v. Price et al dated July 17, 2023, applicants Dr. Dalios and Dr. Khedmatgozar and respondent Dr. Price sought resolution on several issues related to the purchase of a dental practice. In early 2018, the parties had discussed purchasing a dental practice together and had involved Dr. Khedmatgozar as a third dentist. The three dentists had considered buying the Blue Heron Dental Group through a corporation in which they would become equal shareholders and finance the acquisition through the National Bank.
The main issues brought forth during the hearing included whether a partnership was formed, if Dr. Price engaged in oppressive conduct under the Business Corporations Act, whether Dr. Price was unjustly enriched at Dr. Khedmatgozar's expense, and whether Dr. Khedmatgozar was entitled to equitable remedies.
The court reached the following:
a. There was no partnership between the parties involved.
b. There was an agreement for Dr. Khedmatgozar to become an equal shareholder of the Dental Corporation, but he had failed to fulfill his obligations. Dr. Price terminated the agreement.
c. Dr. Price did not engage in oppressive conduct.
d. There was no evidence of unjust enrichment.
e. The Dental Corporation was in a deadlock, and the deadlock would be resolved through the buy-sell provisions of the draft Shareholders’ Agreement, as determined by the parties or the court.
f. The court dismissed the applicants' claims, except for the deadlock issue, which would be addressed using the buy-sell provisions.